Key changes to the merger control framework per Resolution No 66.18/2026/NQ-CP

On 18 May 2026, the Government of Vietnam issued Resolution No. 66.18/2026/NQ-CP (Resolution 66.18), introducing multiple administrative simplification and decentralisation measures across sectors, including the merger control framework. The Resolution is intended to operate as a temporary transitional framework rather than a permanent standalone regime. 

Notably, the provisions on the notification procedures for economic concentrations of the Resolution shall apply from 1 July 2026 to 28 February 2027, unless, during the effective period of Resolution 66.18, they are superseded by another legal instrument regulating the same matters. Dossiers submitted and accepted before 1 July 2026 should continue to be processed under the regulations in force at the time of submission.

1. Increased Merger Control Filing Thresholds

Under Resolution 66.18, most of the notification thresholds have been significantly increased while the combined market share threshold remains the same, as shown in the table below. 

2. Key implementation milestones

Apart from the threshold changes, Resolution 66.18 generally retains the current merger notification regime under Decree No. 35/2020/ND-CP (Decree 35). 

From the businesses’ point of view, the increased thresholds mean that a larger number of economic concentration transactions will now fall outside of the scope of mandatory notification, allowing parties to proceed to implementation without first having to submit a notification dossier. This should help streamline transaction execution by shortening transaction timelines and lowering compliance costs. From the competition authority's perspective, the higher thresholds are expected to reduce its administrative burden by limiting the caseload, thereby enabling it to devote greater attention to transactions that present real and substantial competition law concerns.

As a general point to note, where one of the notification thresholds is triggered, the parties are required to complete the economic concentration notification process before implementing the relevant transaction. Accordingly, parties intending to implement an economic concentration should evaluate whether a merger notification requirement will be triggered in advance of the transaction. 

It should also be noted that the above new thresholds apply solely to the general threshold regime. Transactions involving credit institutions, insurance companies, or securities companies will continue to be governed by the existing sector-specific thresholds set out in Decree 35, which remain unchanged.

The revised thresholds will become effective on 1 July 2026, unless superseded by another legal instrument regulating the same matters. Any merger filing submitted and accepted before 1 July 2026 should continue to be assessed under the current thresholds.

2. More detailed guidance for securities-related transactions in the economic concentration notification form

The economic concentration notification form now provides more detailed guidance on the information to be disclosed in the section describing an economic concentration where the transaction is implemented by way of a public tender offer, share swap issuance or other forms permitted under the securities regulations.

While the substance of the disclosure requirements remains broadly unchanged, given that the current notification form already requires parties to describe the proposed economic concentration, the revised form now specifies additional information and supporting documents to be provided for such transactions. These include information relating to: (i) the purchaser’s intentions, including the proposed type, quantity and price of the target company's listed shares; (ii) the quantity of listed shares, outstanding shares or other verifiable information demonstrating that one or more individuals or legal entities may be able to sell the shares; and (iii) verifiable information and supporting documents relating to the mechanism for implementing the sale and purchase arrangement through order-matching transactions on a centralised securities market, negotiated transactions or similar methods.

These changes provide greater clarity for merger filings involving transactions conducted under the securities regulations.

Apart from these clarificatory changes, the revised notification form also contains a number of drafting and presentational amendments, which do not appear to introduce any new substantive disclosure obligations. Nevertheless, parties should review the revised notification form carefully when preparing a merger filing.

From a practical perspective, notwithstanding these reforms, Vietnam’s merger control regime remains substantively demanding. Parties should therefore undertake a thorough assessment of whether a contemplated transaction may be subject to any aspect of the regime and continue to monitor closely any further legislative developments in this area. 

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[1] Conversion as of June 2026

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